0000940394-11-001076 Sample Contracts

EATON VANCE GROWTH TRUST INVESTMENT ADVISORY AND ADMINISTRATIVE AGREEMENT ON BEHALF OF EATON VANCE RICHARD BERNSTEIN ALL ASSET STRATEGY FUND
Investment Advisory and Administrative Agreement • September 30th, 2011 • Eaton Vance Growth Trust

AGREEMENT made this 30th of September, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of Eaton Vance Richard Bernstein All Asset Strategy Fund (the “Fund”), and Eaton Vance Management, a Massachusetts business trust (“Eaton Vance”).

INVESTMENT SUB-ADVISORY AGREEMENT RELATING TO EATON VANCE RICHARD BERNSTEIN ALL ASSET STRATEGY FUND
Investment Sub-Advisory Agreement • September 30th, 2011 • Eaton Vance Growth Trust • Massachusetts
TRANSFER AGENCY AND SHAREHOLDER SERVICES AGREEMENT
Transfer Agency and Shareholder Services Agreement • September 30th, 2011 • Eaton Vance Growth Trust • Massachusetts
SUB-TRANSFER AGENCY SERVICES AGREEMENT
Sub-Transfer Agency Services Agreement • September 30th, 2011 • Eaton Vance Growth Trust
SCHEDULE B Eaton Vance Growth Trust Amended and Restated Distribution Agreement September 30, 2011
Distribution Agreement • September 30th, 2011 • Eaton Vance Growth Trust
EATON VANCE GROWTH TRUST AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 30th, 2011 • Eaton Vance Growth Trust

AMENDED AND RESTATED AGREEMENT made this 28th day of April, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”), on behalf of each of its series listed on Schedule A (the “Funds”), and Eaton Vance Management, a Massachusetts business trust, (the “Administrator”).

EATON VANCE GROWTH TRUST ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 30th, 2011 • Eaton Vance Growth Trust

AGREEMENT made this 1st day of August, 2011, between Eaton Vance Growth Trust, a Massachusetts business trust (the “Trust”) on behalf of its series of Eaton Vance Worldwide Health Sciences Fund (the “Fund”) and Eaton Vance Management, a Massachusetts business trust (the “Administrator”).